Item 5.07.Submission of Matters to a Vote of Security Holders
On January 17, 2025, Nabors Industries Ltd. (“Nabors” or the “Company”) held a special general meeting of shareholders (the “Special General Meeting”) to consider the proposals set forth in the definitive proxy statement of the Company filed with the U.S. Securities and Exchange Commission on October 31, 2024, as amended on December 4, 2024 (as amended, the “Proxy Statement”), in connection with the Agreement and Plan of Merger (such agreement, as it may be amended, modified or supplemented from time to time, the “merger agreement”) by and among Nabors, Parker Drilling Company (“Parker”), Nabors SubA Corporation, a Delaware corporation and a wholly owned subsidiary of Nabors (“Merger Sub”), and Värde Partners, Inc., a Delaware corporation, solely in its capacity as the representative of the stockholders of Parker, providing for the merger (the “merger”) of Merger Sub with and into Parker, with Parker surviving the merger as a wholly owned subsidiary of Nabors.
A total of 7,548,890 Nabors common shares, representing approximately 70.49% of the Nabors common shares issued and outstanding and entitled to vote as of the record date for the Special General Meeting, were present virtually or by proxy at the Special General Meeting, constituting a quorum to conduct business.
At the Special General Meeting, the following proposals were considered:
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(1) |
the proposal to approve the issuance of Nabors common shares, par value $0.05 per share, to stockholders of Parker, in connection with the merger (the “Nabors share issuance proposal”); and |
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(2) |
the proposal to approve the adjournment of the Special General Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Special General Meeting to approve the Nabors share issuance proposal (the “Nabors adjournment proposal”). |
The Nabors share issuance proposal was approved by the requisite vote of the Company’s shareholders. Sufficient votes were received to approve the Nabors adjournment proposal, but such an adjournment was not necessary in light of the approval of the Nabors share issuance proposal. The final voting results for each proposal are described below. For more information on each of these proposals, please refer to the Proxy Statement.
Proposal 1 – Nabors share issuance proposal
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| Votes For |
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Votes Against |
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Abstentions |
| 6,882,425 |
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653,125 |
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13,340 |
RESULT: Approved (91.17%)
Proposal 2 – Nabors adjournment proposal
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| Votes For |
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Votes Against |
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Abstentions |
| 6,616,172 |
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918,880 |
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13,838 |
RESULT: Approved (87.64%)
No other matters were submitted for shareholder action at the Special General Meeting.
